Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and (ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause Clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) contain amendments that will will, if applicable, be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a the Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause Clause 3; and; (ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date; and (iii) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the credit agreements with any of the Borrower's creditors, other than any of its creditors under an ECA Financing, include similar covenants regarding security and guarantee requirements to those requested to be amended under the Request, such covenants are substantially aligned with the similar covenants set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any current differences between them and/or their definitions which the Borrower in good faith consider immaterial in giving this representation and any differences arising from the application of differing governing laws applicable.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalisation Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of 5.1 The Existing Borrower shall be deemed to repeat the representations and warranties in: (i) Article VI in clause 7.1 of the Amended Credit Facility Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case case, as if made with reference to the Loan Documents facts and circumstances existing on such dates. 5.2 The New Borrower represents and warrants that each of the representations set out in Article VI of the form of the Novated Credit Agreement (other than Section 6.10) set out in Schedule 3 of the Novation Agreement are true and correct as if made at the date of this Amendment, at the Amendment Effective Date, in each such representation and warranty was a case with reference to the facts and circumstances existing on such day, as if references to the Finance Documents include this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended form of Novated Credit Agreement was effective at the time of each such repetition. (b) 5.3 In addition to the representations and warranties referred to in paragraph (a) clause 5.2 above, the New Borrower: (ia) represents and warrants to the Facility Agent and each Lender that the New Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments set out in Schedule 2 (and which are to be contained in the Amended form of Novated Credit Agreement (as amended by this Amendment) and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and (iib) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ia) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: The New Lender: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent withit has full power and authority, and on has taken all action necessary, to execute and deliver this Accession Agreement and to consummate the same substantive terms as, transactions contemplated hereby and to become a Lender under the amendments to be contained in Loan Agreement and the Amended Credit Agreement other Financing Documents and (B) effect a Torcatt Release on it is not an Investor or the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and Sponsor, (ii) covenants acknowledges and undertakes confirms that it has received a copy of the Loan Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Accession Agreement and to provide the Incremental Loan Commitment and any Incremental Loans made by the New Lender, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Borrower, or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement or any other Financing Document, (iv) appoints and authorizes each Agent and the Depositary to take such action as agent on its behalf and to exercise such powers under the Loan Agreement or the other Financing Documents as are delegated to such Agent or the Depositary, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto and (v) will perform in accordance with their terms all of the Facility Agent thatobligations that by the terms of the Financing Documents are required to be performed by it as a Lender. The New Lender further confirms and agrees that in becoming a Lender and in making Loans under the Loan Agreement, in relation such actions have and will be made without recourse to, or representation or warranty, by any Secured Party. The New Lender further agrees to each amendment agreement furnish to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) aboveAdministrative Agent and, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on extent required by the understanding that they will become effective at, or promptly followingLoan Agreement, the Amendment Borrower, no later than the Effective Date, an Administrative Questionnaire and any tax forms required under the Loan Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: The New Committed Lender: (i) represents and warrants to the Facility Agent that it has full power and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent withauthority, and on the same substantive terms ashas taken all action necessary, the amendments to be contained in the Amended Credit execute and deliver this Accession Agreement and (B) effect to consummate the transactions contemplated hereby and to become a Torcatt Release on Committed Lender under the same substantive terms (including as to Loan Agreement and the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and other Financing Documents, (ii) covenants acknowledges and undertakes confirms that it has received a copy of the Loan Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Accession Agreement and to provide the Incremental Loan Commitment and any Loans made by the New Committed Lender, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Borrower, or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement or any other Financing Document, (iv) appoints and authorizes each Agent and the Depositary to take such action as agent on its behalf and to exercise such powers under the Loan Agreement or the other Financing Documents as are delegated to such Agent or the Depositary, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) will perform in accordance with their terms all of the Facility Agent thatobligations that by the terms of the Financing Documents are required to be performed by it as a Lender and (vi) appoints and authorizes [______] as its “Group Agent,” which appointment [______] hereby accepts. The New Committed Lender further confirms and agrees that in becoming a Committed Lender and in making Loans under the Loan Agreement, in relation such actions have and will be made without recourse to, or representation or warranty, by any Secured Party. The New Committed Lender further agrees to each amendment agreement furnish to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) aboveAdministrative Agent and, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on extent required by the understanding that they will become effective at, or promptly followingLoan Agreement, the Amendment Borrower, no later than the Effective Date, an Administrative Questionnaire and any tax forms required under the Loan Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of 4.1 The Existing Borrower shall be deemed to repeat the representations and warranties in: (i) Article VI in clause 7.1 of the Amended Credit Facility Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case case, as if made with reference to the facts and circumstances existing on such dates. 4.2 The New Borrower represents and warrants that each of the representations set out in Article VI of the form of the Novated Credit Agreement (other than Section 6.10) set out in Schedule 3 of the Novation Agreement are true and correct as if made at the date of this Amendment and at the Amendment Effective Date, in each case with reference to the facts and circumstances existing on such day, as if references to the Loan Documents in each such representation and warranty was a reference to include this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended form of Novated Credit Agreement was effective at the time of each such repetition. (b) 4.3 In addition to the representations and warranties referred to in paragraph (a) clause 4.2 above, the New Borrower: (ia) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the New Borrower’s Bank Indebtedness (as defined in the form of Novated Credit Agreement) include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) (each as defined in the form of Novated Credit Agreement) ignoring for this purpose, if applicable, any differences in their definitions which the New Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (b) represents and warrants to the Facility Agent and each Lender that the New Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended form of Novated Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3amended by this Amendment); and (iic) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and (ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b3(b) of the Novation Fourth Supplemental Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Agreement Number Seven, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number One, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: The New Conduit Lender: (i) represents and warrants to the Facility Agent that it has full power and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent withauthority, and on the same substantive terms ashas taken all action necessary, the amendments to be contained in the Amended Credit execute and deliver this Accession Agreement and (B) effect to consummate the transactions contemplated hereby and to become a Torcatt Release on Conduit Lender under the same substantive terms (including as to Loan Agreement and the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and other Financing Documents, (ii) covenants acknowledges and undertakes confirms that it has received a copy of the Loan Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Accession Agreement and to provide any Loans made by the New Conduit Lender, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Borrower, or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement or any other Financing Document, (iv) appoints and authorizes each Agent and the Depositary to take such action as agent on its behalf and to exercise such powers under the Loan Agreement or the other Financing Documents as are delegated to such Agent or the Depositary, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) will perform in accordance with their terms all of the Facility Agent thatobligations that by the terms of the Financing Documents are required to be performed by it as a Lender and (vi) acknowledges and accepts the appointment of [______] as its Group Agent. The New Conduit Lender further confirms and agrees that in becoming a Conduit Lender and in making Loans under the Loan Agreement, in relation such actions have and will be made without recourse to, or representation or warranty, by any Secured Party. The New Conduit Lender further agrees to each amendment agreement furnish to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) aboveAdministrative Agent and, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on extent required by the understanding that they will become effective at, or promptly followingLoan Agreement, the Amendment Borrower, no later than the Effective Date, an Administrative Questionnaire and any tax forms required under the Loan Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393098367-v4 (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) 4.1 Each of the representations and warranties in: in (ia) Article VI (Representations and Warranties) of the Amended Credit Agreement and (excluding Section 6.10 b) clause 4.2 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, Fifth Amendment Agreement are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) 4.2 In addition to the representations and warranties referred to in paragraph (a) clause 4.1 above, the Borrower: (ia) represents and warrants to the Facility Administrative Agent and each Lender that: (i) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and (iii) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; (b) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iic) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Administrative Agent receives evidence satisfactory to it that Finnvera has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Agreement Number Seven, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:: UK-#393096497-v4 (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: The Relevant Grantor: (i) represents and warrants that it has the power and authority, and the legal right, to make, deliver and perform this Agreement and to consummate the Facility Agent transactions contemplated hereby and each Lender to become a [Project Company][Tax Equity HoldCo] under the Credit Agreement[ and Depositary Agreement]8 and a Grantor under the Security Agreement (ii) acknowledges and confirms that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into it has received a copy of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, Credit Agreement[,][ and] Security Agreement[ and on the same substantive terms as, the amendments Depositary Agreement]9 and such other documents and information as it has deemed appropriate to be contained in the Amended Credit make its own decision to enter into this Agreement and (Biii) effect represents and warrants that attached hereto is a Torcatt Release on correct and complete (in all material respects) supplement to the schedules to the Security Agreement setting forth the information required thereby with respect to the Relevant Grantor pursuant to the applicable sections of the schedules to the Security Agreement, (iv) confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a continuing security interest in Relevant Grantor’s full right, title and interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now owned or at any time hereafter acquired and (v) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Guaranteed Obligations when the same substantive terms shall become due, whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Bankruptcy Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy Code) in compliance with Article V of the Security Agreement and with the same force and effect as if originally named therein as a Grantor (including with respect to the determination express waivers of defenses and waiver of notice as set forth therein). Except as otherwise provided in the Credit Agreement[,][ and] Security Agreement[ and Depositary Agreement]10, effective as of the Torcatt Release Effective Date) as , the arrangements referred Relevant Grantor shall be deemed automatically to in clause 3; and (ii) covenants have become a party to, and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, Relevant Grantor agrees that it will liaise with counsel to be bound by the facility agent under each such other ECA Financing to sign terms and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly followingconditions set forth in, the Amendment Effective Date.Credit Agreement[,][ and] Security Agreement[ and Depositary Agreement]11, and shall have all the rights and obligations of a “Grantor” and a “Project

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding Section 6.10 clause 7.11 of the Amended Credit Agreement); and (ii) clause 8.2(b3(b) of the Novation AgreementAmendment and Restatement No. 5, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Finance Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI clause 7 (Representations and Warranties) of the Amended Credit Agreement (excluding Section 6.10 clause 7.11 of the Amended Credit Agreement); and (ii) clause 8.2(b3(b) of the Novation AgreementAmendment and Restatement No. 4, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Finance Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Five, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393098039-v4 (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: The New Lender: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent withit has full power and authority, and on has taken all action necessary, to execute and deliver this Accession Agreement and to consummate the same substantive terms as, transactions contemplated hereby and to become a Lender under the amendments to be contained in Loan Agreement and the Amended Credit Agreement other Financing Documents and (B) effect a Torcatt Release on it is not an Investor or the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and Sponsor, (ii) covenants acknowledges and undertakes with confirms that it has received a copy of the Facility Agent thatLoan Agreement, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each Document and such other ECA Financing documents and information as it has deemed appropriate to sign make its own credit analysis and lodge counterparts of such amendment agreements decision to enter into this Accession Agreement and to provide the Incremental Loan Commitment and any Incremental Loans made by the New Lender, on the understanding basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that they will become effective atit will, independently and without reliance upon the Administrative Agent, the Borrower, or promptly followingany other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amendment Effective DateLoan Agreement or any other Financing Document, (iv) appoints and authorizes each Agent and the Depositary to take such action as agent on its behalf and to exercise such powers under the Loan Agreement or the other Financing Documents as are delegated to such Agent or the Depositary, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto and (v) will perform in accordance with their terms all of the obligations that by the terms of the Financing Documents are required to be performed by it as a Lender. The New Lender further confirms and agrees that in becoming a Lender and in making Loans under the Loan Agreement, such actions have and will be made without recourse to, or representation or warranty, by any Secured Party.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Agreement Number Seven, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer UK-#393053061-v3 certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) 4.1 Each of the representations and warranties in: in (ia) Article VI (Representations and Warranties) of the Amended Credit Agreement and (excluding Section 6.10 b) clause 4.2 of the Amended Credit Agreement); and (ii) clause 8.2(b) of the Novation Agreement, Fifth Amendment Agreement are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) 4.2 In addition to the representations and warranties referred to in paragraph (a) clause 4.1 above, the Borrower: (ia) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in (a) UK-#393121569-v4 their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (b) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iic) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ib) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Administrative Agent receives evidence satisfactory to it that Finnvera has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly followingafter the Amendment Effective Date or, if and to the extent that Hermes has permitted this, promptly after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalisation ratio commitment and/or minimum stockholders' equity requirement, such net debt to capitalisation ratio commitment and/or minimum stockholders' equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalisation Ratio and the minimum Stockholders' Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Four, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalisation ratio commitment and/or minimum stockholders' equity requirement, such net debt to capitalisation ratio commitment and/or minimum stockholder's equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalisation Ratio and the minimum Stockholders' Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or provided that all such amendment agreements shall take effect no later than 30 July 2022, or promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to UK-#393098725-v4 capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Administrative Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number One, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that: (A) if and to the extent any of the Borrower’s Bank indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and (C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or provided that all such amendment agreements shall take effect no later than 31 December 2021, or promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that: (A) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and (C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b3(b) of the Novation Fifth Supplemental Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that BpiFAE has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalisation Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalisation ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalisation Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Administrative Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that: (A) if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalisation ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (B) none of the agreements in respect of the Borrower’s Bank Indebtedness include a minimum Stockholders’ Equity covenant of the type referred to in Section 7.2.4 of the Existing Credit Agreement; and (C) the minimum liquidity covenant set out in Section 7.2.4(C) of the Amended Credit Agreement applies for a greater length of time than any minimum liquidity covenant contained in the Borrower’s Bank Indebtedness and for as long as the minimum liquidity covenant contained in the Borrower’s Bank Indebtedness does apply, it applies the same, or lower, than the minimum required level as the Adjustable Amount required under Section 7.2.4(C) of the Amended Credit Agreement; and (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number One, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.. UK-#393113461-v3 (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement, such net debt to capitalization ratio commitment and/or minimum stockholders’ equity requirement (and their definitions) are substantially aligned with the Net Debt to Capitalization Ratio and the minimum Stockholders’ Equity requirement (and their definitions) set out in the Amended Credit Agreement, ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 30 July 2022, promptly following, after the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b3(b) of the Novation Fifth Supplemental Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3; and (ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in: (i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and (ii) clause 8.2(b4(b) of the Novation AgreementAmendment Number Five, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and Amendment, each officer certificate referred to in clause 4.1(b3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition. (b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower: (i) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalisation Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness; (ii) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain (A) amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect a Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in clause 3Agreement; and (iiiii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (iii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective atat or around the same time as the Amendment Effective Date or, or if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly following, after the Amendment Effective Date.